Derek Harmer
About Derek Harmer
Derek Harmer serves as Accel’s Chief Compliance Officer (previously General Counsel, Chief Compliance Officer and Secretary) since 2012, with a career spanning compliance, gaming technology, and regulatory counsel roles. He holds a BA in Criminal Justice from the University of Illinois–Chicago and a JD from Drake University, and previously served as Deputy Attorney General (Nevada) for the Gaming Control Board and Gaming Commission, plus senior roles at WMS Gaming, Progressive Gaming International, and Stadium Technology Group . His compensation is anchored to pay-for-performance with a 55% target bonus and long-term equity targeting 100% of base salary, and company STI metrics emphasize AEBITDA; in 2023 AEBITDA exceeded target ($181.45M vs $173.00M), driving above-target payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stadium Technology Group | President | Not disclosed | Led race & sportsbook management systems for kiosk/mobile platforms |
| Progressive Gaming International Corporation | Senior Vice President | Not disclosed | Oversaw strategic business unit to commercialize emerging gaming technologies |
| WMS Gaming Inc. | Management positions | Not disclosed | Commercial and operational leadership in gaming technology |
| State of Nevada, Gaming Division | Deputy Attorney General | Not disclosed | In-house counsel to Nevada Gaming Control Board and Gaming Commission |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illinois Gaming Machine Operators Association | Vice President and Secretary | Past four years (as of 2023) | Industry advocacy and compliance leadership in Illinois VGT ecosystem |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Base Salary ($) | $406,461 | $419,077 | $435,577 |
| Reported Base Salary Rate ($) | — | $425,000 | $450,000 |
| % Change in Base Salary | — | — | 5.88% |
Employment agreement sets current base salary at $450,000; target annual cash bonus 55% of base; LTI target at 100% of base .
Performance Compensation
| Component | Weighting | Target | Actual | Component Payout | Weighted Contribution | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2023 STI – AEBITDA | 80% | $173.00M | $181.45M | 132.4% | 105.92% | Board can adjust for M&A and non-routine items; max 200% |
| 2023 STI – Individual Goals | 20% | — | 90% achievement (Harmer) | 90% of 20% = 18% | 18% | Goals include compliance, financial strength, efficiency, succession planning |
| Total 2023 STI | — | — | — | — | 123.92% of target | Approved bonus $297,500 |
2024 LTI Grants (approved under LTI framework):
| Name | PSUs Granted (#) | RSUs Granted (#) | PSUs Value ($) | RSUs Value ($) | Total Value ($) |
|---|---|---|---|---|---|
| Derek Harmer | 23,184 | 23,184 | $262,907 | $262,907 | $525,813 |
PSU performance calibration uses three-year average of approved annual AEBITDA STI performance percentages; Committee approved 104.9% (2023) and 102.7% (2024) for averaging in 2023/2024 grants .
Equity Ownership & Alignment
Beneficial ownership over time:
| Date (Shares Outstanding) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 15, 2023 (86,569,067) | 281,200 | * (<1%) |
| Mar 15, 2024 (83,775,604) | 309,778 | * (<1%) |
| Apr 14, 2025 (84,628,372) | 520,650 | * (<1%) |
Outstanding equity awards at FY-end 2023 (Derek Harmer):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs/PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| 12/11/2018 | 20,626 | — | 5.24 | 12/11/2024 | — | — |
| 2/27/2020 | 21,000 | 42,000 | 12.25 | 2/27/2030 | — | — |
| 2/27/2020 RSU | — | — | — | — | 28,000 | $287,560 |
| 7/13/2020 | 13,000 | 3,000 | 9.41 | 7/13/2030 | — | — |
| 7/13/2020 RSU | — | — | — | — | 4,631 | $47,560 |
| 3/16/2021 | 22,230 | 10,105 | 11.88 | 3/16/2031 | — | — |
| 3/16/2021 RSU | — | — | — | — | 10,105 | $103,778 |
| 3/14/2022 | 12,925 | 16,618 | 12.71 | 3/14/2032 | — | — |
| 3/14/2022 RSU | — | — | — | — | 16,618 | $170,667 |
| 3/14/2023 RSU | — | — | — | — | 20,410 | $209,611 |
| 3/14/2023 PSU | — | — | — | — | 20,410 | $209,611 |
| 7/15/2023 RSU | — | — | — | — | 40,000 | $410,800 |
Ownership policy and trading restrictions:
- Executives must hold stock equal to 1x base salary; CEO at 6x. Counting includes directly held shares, vested/unvested RSUs, exercised shares; excludes unexercised options and unearned PSUs. Executives have until fiscal year-end of the fifth anniversary to comply; all current executive officers meet/exceed guidelines .
- Hedging and pledging are prohibited, including zero-cost collars, forward sale contracts, derivative transactions, short sales, and use/pledging of Accel securities as collateral (limited exceptions) .
- Clawback policy applies to executive incentive-based compensation for three fiscal years preceding a restatement, consistent with SEC/NYSE rules .
Employment Terms
- Position: Chief Compliance Officer (2025); previously General Counsel, Chief Compliance Officer and Secretary (2012 onward) .
- Base salary: $450,000; Target annual bonus: 55% of base; LTI target: 100% of base; awards subject to multi-year vesting and a mix of RSUs/PSUs; STI/PSU payouts capped at 200% .
- Severance: If terminated without cause, resigns for good reason, or non-renewal not for cause/death/disability—cash severance equal to base salary plus target bonus from prior 12 months, paid over 12 months, plus up to 12 months COBRA .
- Restrictive covenants: Non-compete and non-solicit during employment and for one year thereafter .
- Change-of-control: Company policy does not provide single-trigger equity acceleration or excise tax gross-ups; maintains competitive general and change-of-control severance programs .
Multi-Year Compensation Summary (NEO table extracted for Harmer)
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Salary ($) | $406,461 | $419,077 | $435,577 |
| Stock Awards ($) | $384,140 | $375,492 | $796,890 |
| Option Awards ($) | $226,925 | $225,066 | — |
| Non-Equity Incentive ($) | $310,000 | $198,688 | $297,500 |
| All Other Compensation ($) | $20,081 | $22,188 | $23,168 |
| Total ($) | $1,347,607 | $1,240,511 | $1,553,135 |
Compensation Structure Notes
- Philosophy prioritizes variable compensation and alignment with stockholder value; Compensation Committee engages independent consultant (Aon) and annually reviews peer companies; no guaranteed incentives; limited perquisites; no enhanced retirement; max payout limits applied .
- LTI awards use PSUs and RSUs; clawback and ownership guidelines strengthen alignment .
Investment Implications
- Alignment: Harmer’s compensation is meaningfully at-risk via STI tied to AEBITDA and multi-year PSUs/RSUs, with 1x salary ownership requirement and prohibitions on hedging/pledging—supportive of shareholder alignment and reducing sell-pressure from margin pledges .
- Execution signals: 2023 AEBITDA exceeded target, yielding a 123.92% STI payout and strong PSU calibration inputs (104.9% for 2023, 102.7% for 2024), indicating management delivered against financial plans; Harmer’s individual performance rated 90% in 2023, consistent with compliance and controls priorities .
- Retention/COC economics: Severance at ~1x salary+bonus over 12 months with one-year non-compete suggests balanced retention without outsized golden parachutes; no single-trigger acceleration or tax gross-ups reduces governance risk .
- Vesting and overhang: Significant unvested RSUs/PSUs and options expiring through 2032 indicate continued retention hooks; hedging/pledging restrictions mitigate forced selling risk. Monitor future Form 4 activity and PSU outcomes to gauge incremental selling pressure upon vesting and performance realizations .